RECOMMENDED CASH AND SHARE COMBINATION OF DOWLAIS GROUP PLC ("DOWLAIS") WITH AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. ("AAM")

Core Points - The expiration of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act is a positive development for the proposed combination of Dowlais and AAM [1][2] - The combination is expected to close in the fourth quarter of 2025, pending the satisfaction of remaining conditions [2] Company and Industry Summary - AAM and Dowlais are progressing with their proposed combination, having met a significant regulatory milestone with the expiration of the HSR waiting period [1][2] - Legal advisors for AAM include Allen Overy Shearman Sterling LLP, while Dowlais is advised by Slaughter and May, Cravath, Swaine & Moore LLP, and others [4][6][8][9] - The combination will be subject to the applicable requirements of English law and the Code, with further details to be provided in the Scheme Document [14][12] - The combination is structured as a scheme of arrangement under English company law, which differs from U.S. tender offer rules [21][27] - Dowlais will prepare the Scheme Document to be distributed to its shareholders, urging them to read it in full for important information regarding the combination [12][27]